Liggett Restaurant Group, Inc. v. City of Pontiac

676 N.W.2d 633, 260 Mich. App. 127
CourtMichigan Court of Appeals
DecidedDecember 18, 2003
DocketDocket No. 240495
StatusPublished
Cited by79 cases

This text of 676 N.W.2d 633 (Liggett Restaurant Group, Inc. v. City of Pontiac) is published on Counsel Stack Legal Research, covering Michigan Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Liggett Restaurant Group, Inc. v. City of Pontiac, 676 N.W.2d 633, 260 Mich. App. 127 (Mich. Ct. App. 2003).

Opinions

Cooper, J.

Plaintiff Liggett Restaurant Group, Inc., appeals as of right the February 14, 2002, trial court order granting defendants city of Pontiac and City of Pontiac Stadium Building Authority’s motion for summary disposition, pursuant to MCR 2.116(C)(8). We affirm in part, reverse in part, and remand for further proceedings.

In this contract action involving the concessions in the Pontiac Silverdome, we are asked to determine whether the doctrine of frustration of purpose reheves plaintiff of its duties under the contract and whether Michigan recognizes the doctrine as a basis for contract rescission. Plaintiff alleges that its pri[130]*130mary purpose for entering into the concessions contract was frustrated when the Detroit Lions discontinued their use of the Silverdome for home games and that rescission is therefore warranted. Because the parties’ contract contains an express clause that addresses the contingency of lack of home games, we conclude that the doctrine of frustration of purpose is inapplicable in this case. Similarly, we find that plaintiff’s unjust enrichment claim must fail given the existence of an express contract governing the subject matter at issue. Nevertheless, we agree that remand is necessary to allow plaintiff the opportunity to amend its pleadings.

I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY

In August 1975, Elias Brothers Restaurants, Inc., entered into a contract with defendant City of Pontiac Stadium Building Authority (stadium authority) to provide concessions at the Silverdome until 2000. The parties renegotiated the contract in 1990. Elias Brothers agreed to pay additional consideration for the option to extend the contract until 2005 — to coordinate with the end of the Detroit Lions’ sublease.1 This option was exercised on December 1, 1998. The Detroit Lions, however, prematurely discontinued playing in the Silverdome after the 2001 football season.

Plaintiff, as the assignee or successor in interest to Elias Brothers, filed this action for rescission and [131]*131unjust enrichment. The complaint stated that the Detroit Lions’ abandonment of the Silverdome frustrated the primary purpose of the agreements, and sought to recover money previously paid for the contract extension. Specifically, plaintiff alleged that the presence and tenancy of the Detroit Lions was an integral and essential assumption of the parties to the concession agreement. According to plaintiff, Elias Brothers’ agreement to pay the increased percentages was based on the “mutual understanding and premise” that the Detroit Lions were obligated to play in the Silverdome for the duration of the contract extension. Because the Detroit Lions’ premature departure from the Silverdome frustrated the essential purpose of the contract extension, plaintiff requested rescission of the concession agreement “and/or” the 1990 amendment. Upon rescission, plaintiff demanded restitution “of the consideration it paid to Defendants in part performance or reliance on the contract prior to the Detroit Lions’ abandonment of the Silverdome.”

Plaintiff also raised a claim of unjust enrichment on the basis that defendants received the benefits of the consideration plaintiff paid in exchange for the 1990 amendment. According to plaintiff, it never received the projected benefits of the 1990 amendment because of the Detroit Lions’ early departure. Plaintiff further noted the fact that defendants were seeking damages for lost concession revenue in a separate action against the Detroit Lions.

Defendants moved for summary disposition pursuant to MCR 2.116(C)(8). In pertinent part, defendants argued that they were entitled to judgment because the doctrine of frustration of purpose had not been recognized in Michigan as a basis for rescission of a [132]*132contract. The trial court agreed with defendants’ argument that plaintiff’s claims were deficient. In this respect, the trial court stated:

On review of the cases that have been presented by the Plaintiff, there’s no authority in Michigan that provides for rescission based on frustration of purposes. Further, under [Tri-State Rubber & Equipment, Inc v Central States Southeast & Southwest Areas Pension Fund,2] the Court says, and I quote:
“The Frustration of Purpose Doctrine does not apply to errors in prediction as to future occurrences or nonoccur-rences. A party cannot enter into a contract, expecting to make a profit, and then demand rescission when the deal turns out to be less lucrative than he had hoped.”
Thus, the rescission claim must be dismissed.

The trial court also denied plaintiff’s claim for unjust enrichment on the basis that there was an express contract covering the same subject matter.

Similarly, the trial court denied plaintiff’s request for leave to amend its complaint under MCR 2.116(I)(5) as an effort in futility. The trial court then entered the order granting defendants’ motion for summary disposition pursuant to MCR 2.116(C)(8). Plaintiff’s subsequent motion for reconsideration was denied.

H. FRUSTRATION OF PURPOSE DOCTRINE

Plaintiff initially challenges the trial court’s decision to grant defendants’ motion for summary disposition against plaintiff for failure to state a claim, MCR 2.116(C)(8). In particular, plaintiff argues that it prop[133]*133erly set forth a claim for rescission based on the doctrine of frustration of purpose. We disagree. A trial court’s grant or denial of a motion for summary disposition is reviewed de novo on appeal.3

A motion for summary disposition under MCR 2.116(C)(8) tests the legal sufficiency of a complaint.4 Under this subrule “[a]ll well-pleaded factual allegations are accepted as true and construed in a light most favorable to the nonmovant.”5 When reviewing such a motion, a court must base its decision on the pleadings alone.6 In a contract-based action, however, the contract attached to the pleading is considered part of the pleading.7 Summary disposition is appropriate under MCR 2.116(C)(8) “if no factual development could possibly justify recovery.”8

Plaintiff asserts that rescission is appropriate in this situation because its purpose for entering into the concessions contract was frustrated when the primary tenant at the Silverdome, the Detroit Lions, prematurely terminated its contract. The doctrines of frustration of purpose and supervening impossibility/impracticability are related excuses for nonperformance of contractual obligations and are governed by similar principles.9 Frustration of purpose is generally asserted where “a change in circumstances [134]*134makes one party’s performance virtually worthless to the other, frustrating his purpose in making the contract.”10 Under this doctrine, however, there is not anything actually impeding either party’s ability to perform.11

While the frustration of purpose doctrine has yet to be considered by the Michigan Supreme Court, this Court discussed the doctrine in Molnar v Molnar.12 In Molnar,

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Cite This Page — Counsel Stack

Bluebook (online)
676 N.W.2d 633, 260 Mich. App. 127, Counsel Stack Legal Research, https://law.counselstack.com/opinion/liggett-restaurant-group-inc-v-city-of-pontiac-michctapp-2003.